• Capella Holdings, LLC v. Anderson

    Publication Date: 2017-12-20
    Practice Area: Corporate Governance
    Industry: Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Vice Chancellor Slights
    Attorneys: For plaintiff: A. Thompson Bayliss and Sarah E. Hickie, Abrams & Bayliss LLP, Wilimington, DE; Jeffrey J. Bushofsky and Nicholas M. Berg, Ropes & Gray LLP, Chicago, IL, attorneys for plaintiff
    for defendant: Adam Hiller, Hiller Law, LLC, Wilmington, DE; C. Mark Pickrell, The Pickrell Law Group, P.C. Nashville, TN, attorneys for defendant.

    Case Number: D67975

    Company entitled to summary judgment on breach claim for former officers disclosure of privileged company information, where there was no anti-dilution provision in former officers agreement for company to violate, such that former officers breach by disclosure was unexcused.

  • RCS Creditor Trust v. Schorsch

    Publication Date: 2017-12-20
    Practice Area: Business Torts | Corporate Governance | REITS
    Industry: Real Estate
    Court: Court of Chancery
    Judge: Vice Chancellor Glasscock
    Attorneys: For plaintiff: Philip Trainer, Jr., Marie M. Degnan, John P. Coffey, Gregory A. Horowitz, Jeffrey S. Trachtman, Eileen Patt and Jeffrey Dunlap for plaintiff
    for defendant: Elizabeth A. Sloan, Michael C. Miller, Michael G. Scavelli and Lara E. Romansic for defendant Block; Stephen P. Lamb, Me-ghan M. Dougherty, Allan J. Arffa, Gregory F. Laufer and Jeremy A. Benjamin for remaining defendants.

    Case Number: D67979

    Plaintiff adequately stated a claim for breach of fiduciary duty where officers and directors stood on both sides of a transac-tion which created an entity that defendants controlled by way of super-voting stock despite owning only a minority interest.

  • In re SRC Liquidation LLC

    Publication Date: 2017-11-29
    Practice Area: Bankruptcy | Corporate Governance
    Industry: Manufacturing
    Court: U.S. District Court of Delaware
    Judge: District Judge Stark
    Attorneys: For plaintiff:
    for defendant:

    Case Number: D67954

    Plaintiff failed to allege sufficient facts with regard to its breach of fiduciary duty and fraudulent transfer claims against cor-porate officers and directors. Affirmed.

  • Leonis v. Lawal

    Publication Date: 2017-11-22
    Practice Area: Civil Procedure | Corporate Governance
    Industry: Energy
    Court: Court of Chancery
    Judge: Vice Chancellor Montgomery-Reeves
    Attorneys: For plaintiff: Stuart M. Grant and Michael J. Barry, Grant & Eisenhofer, P.A., Wilmington, DE; Peter B. Andrews and Craig J. Springer, Andrews & Springer LLC, Wilmington, DE; Jeremy Friedman, Spencer Oster, and David Tejtel, Friedman Oster & Tejtel PLLC, New York, NY, attorneys for plaintiff
    for defendant: Myron T. Steele, Arthur L. Dent, and Jaclyn C. Levy, Potter Andersoon & Corroon LLP; David T. Moran and Christopher R. Bankler, Jackson Walker LLP, Dallas, TX; Gregroy V. Varallo, Richards, Layton & Finger, P.A., Wilmington, DE; J. Wiley George, Andrews Kurth LLP, Houston, TX; David J. Teklits and Kevin M. Coen, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Mark Oakes and Ryan Meltzer, Norton Rose Fulbright US LLP, Austin, TX; John Byron, Norton Rose Fulbright US LLP, Houston, TX, attorneys for defendants.

    Case Number: D67944

    Derivative complaint dismissed where board protected by exculpatory provision in bylaws, and plaintiff failed to make demand, and further failed to plead likelihood of liability for non-exculpated claims as to majority of board members to establish challenged transaction as invalid exercise of business judgment.

  • In re Good Technology. Corp. Stockholder Litig.

    Publication Date: 2017-11-08
    Practice Area: Corporate Entities | Corporate Governance
    Industry: Technology Media and Telecom
    Court: Court of Chancery
    Judge: Vice Chancellor Laster
    Attorneys: For plaintiff: Joel Friedlander, Jeffrey M. Gorris, and Christopher P. Quinn, Friedlander & Gorris, P.A., Wilmington, DE; Randall J. Barron, A. Rick Atwood, and Esther Lee, Robbins Geller Rudman & Dowd LLP, San Diego, CA, attorneys for plaintiffs
    for defendant: Peter J. Walsh, Jr., Frank R. Martin, and Travis R. Dunkelberger, Potter Anderson & Corroon LLP, Wilmington, DE; William M. Lafferty, Ryan D. Stottman, and Alexandra M. Cumings, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Edward B. Micheletti, Alyssa S. O'Connell, Sarah Runnells Martin, and Lauren N. Rosenello, Skadden, Arps, Slate, Meagher & Flom LLP, Wilmington, DE, attorneys for defendants.

    Case Number: D67927

    Submitting disputes to sole authority and exclusive jurisdiction of neutral party indicated parties intent to submit to arbitration, and designated neutral with conflicts of interest had authority to rule on procedural matters of appointing alternate arbiter.

  • Law Journal Press | Digital Book

    A Letter from Your Client

    Authors: By Alex Geisler

    View this Book

    View more book results for the query "*"

  • Jaroslawicz v. M&T Bank Corp.

    Publication Date: 2017-11-08
    Practice Area: Class Actions | Corporate Governance | Mergers and Acquisitions
    Industry: Financial Services and Banking
    Court: U.S. District Court of Delaware
    Judge: District Judge Andrews
    Attorneys: For plaintiff: Francis J. Murphy, Jr., Jonathan L. Parshall, Laurence D. Paskowitz, Deborah R. Gross and Roy Jacobs for plaintiffs
    for defendant: John C. Cordrey, George T. Conway III, Bradley R. Wilson and Jordan L. Pietzsch for M&T Bank de-fendants; Kevin R. Shannon, Tracy Richelle High and Christen M. Martosella for Hudson Bank de-fendants.

    Case Number: D67929

    Plaintiffs in a class action suit failed to demonstrate that a proxy statement issued in connection with a merger transaction was misleading. Motion to dismiss granted, without prejudice.

  • Kandell v. Niv

    Publication Date: 2017-10-11
    Practice Area: Corporate Governance
    Industry: Financial Services and Banking | Aerospace
    Court: Court of Chancery
    Judge: Judge Glasscock
    Attorneys: For plaintiff: Peter B. Andrews, Craig J. Springer, and David M. Sborz, Andrews & Springer, LLC, Wilmington, DE, Joseph E. White, III, Jorge A. Amador, Jonathan M. Stein, and Adam Warden, Saxena White, P.A., Boca Raton, FL, attorneys for plaintiff
    for defendant: Kenneth J. Nachbar and Thomas P. Will, Morris Nichols, Arsht & Tunnell LLP, Wilmington, DE, Paul R. Bessette and Israel Dahan, King & Spalding LLP, New York, NY, Michael J. Biles, Tyler W. Highful, and S. Saliya Subasinghe, King & Spalding LLP, Austin, TX, attorneys for defendant.

    Case Number: D67895

    Litigation demand on board of directors was excused for claim that directors failed to bring company into compliance with financial regulations where clear purpose of regulations acted as red flag to create presumption that directors acted with intent to violate the law or acted in bad faith to ignore their duty to prevent such violation.

  • In re MeadWestvaco Stockholders Litigation, DEFAX Case No. D67851 (Del. Ch. Aug. 17, 2017), Bouchard, C. (27 pages).

    Publication Date: 2017-08-30
    Practice Area: Corporate Governance | Mergers and Acquisitions
    Industry: Chemicals and Materials
    Court: Delaware Court of Chancery
    Judge:
    Attorneys: For plaintiff:
    for defendant:

    Case Number: D67851

    Shareholders failed to state a claim that the board of directors breached their fiduciary duty with regard to a merger, because the board held at least six meetings and received several valuations r

  • In re MeadWestvaco Stockholders Litigation, DEFAX Case No. D67851 (Del. Ch. Aug. 17, 2017), Bouchard, C. (27 pages).

    Publication Date: 2017-08-30
    Practice Area: Corporate Governance | Mergers and Acquisitions
    Industry: Chemicals and Materials
    Court: Delaware Court of Chancery
    Judge:
    Attorneys: For plaintiff:
    for defendant:

    Case Number: D67851

    Shareholders failed to state a claim that the board of directors breached their fiduciary duty with regard to a merger, because the board held at least six meetings and received several valuations r

  • EBP Lifestyle Brands Holdings, Inc. v. Boulbain, DEFAX Case No. D67832 (Del.Ch. Aug. 4, 2017), Slights, V.C. (21 pages).

    Publication Date: 2017-08-16
    Practice Area: Corporate Governance
    Industry: Consumer Products
    Court: Delaware Court of Chancery
    Judge:
    Attorneys: For plaintiff:
    for defendant:

    Case Number: D67832

    Court lacked personal jurisdiction over plaintiff's former officer, where the officer was a resident of California and his only contacts with Delaware arose solely from his position as an officer of